sebi:BS/SK/2022-23/18824-18835
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Facts / Headnote
Violations established; penalty of Rs.10,00,000 imposed jointly or severally on nine noticees; proceedings abated in respect of three deceased noticees
Provisions invoked
- s. 15A
- s. 15
- s. 19
- s. 15H
- s. 15J
- s. 28A
Regulations
- Reg. 3
- Reg. 199
- Reg. 8
- Reg. 8(3)
- Reg. 29
- Reg. 29(2)
- Reg. 29(3)
- Reg. 30(3)
- Reg. 30(1)
- Reg. 30(2)
- Reg. 201
- Reg. 3(2)
- Reg. 8(2)
Parties
- V.A. Kurien
- Susie Abraham
- Sanjay Wadhwa
- Mary Rodrigues
- Suzanne Venglet
- Southern Warehousing Co. Pvt. Ltd.
- Arjundas Pokardas
- Sanjay Wadhwa HUF
- Arjundas Pokardas HUF
Holding
The noticees, as promoters/promoter group of S I Capital and Finance Services Ltd., violated Regulation 3(2), Regulation 29(2) read with 29(3) and Regulation 30(1) and 30(2) read with 30(3) of SAST Regulations, 2011 and are liable for monetary penalty of Rs.10,00,000 jointly or severally under Section 15A(b) and Section 15H(ii) of the SEBI Act, 1992; proceedings abate for Abraham Thomas, Sasikumar C and George CA who have passed away.
Full text
Adjudication Order in the matter of S I Capital and Finance Services Ltd. Page 2 of 18 2. During the examination in respect of compliance with the provision of Chapter II of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (hereinafter referred to as "SAST Regulations 1997')/ Chapter V of SEBI SAST Regulations 2011, it was observed that- a. There was one (1) instance of non- disclosure of yearly disclosures to the stock exchange by the Target Company under Regulation 8(3) of SAST Regulations 1997. b. Further, there was one (1) instance of non-disclosure by the Promoter Group under Regulation 8(2) of SAST Regulations 1997 and seven (7) instances of non- disclosures under Regulation 30(1) and 30(2) read with Regulation 30(3) of SAST Regulations, 2011 on the part of V A Kurien, Susie Abraham, Sanjay Wadhwa, Mary Rodrigues, Suzanne Venglet, Southern Warehousing Co Pvt Ltd, Arjundas Pokhardas, Sanjay Wadhwa HUF, Abraham Thomas, Sasikumar C, George C A, Arjundas Pokardas HUF (hereinafter referred to as 'the promoter group'). c. Moreover, during the FY 2013-14 and 2014-15, the shareholding of the Promoter and Promoter Group had increased by more than 5% each, which resulted in triggering the Open Offer under creeping acquisition as per provisions of Regulation 3(2) of SAST Regulations, 2011. However, the promoters of the Target Company did not make Public Announcement, and subsequent Open Offer which resulted in violation of the provisions of Regulation 3(2)
Adjudication Order in the matter of S I Capital and Finance Services Ltd. Page 3 of 18 Regulations, 2011. 3. With regard to delayed disclosure of yearly disclosures to the stock exchange by the Target Company under Regulation 8(3) of SAST Regulations, 1997, it is observed that the Target Company had filed a suo- moto application to settle the matter and SEBI has passed a settlement order vide its order dated June 18, 2019.
Adjudication Order in the matter of S I Capital and Finance Services Ltd. Page 4 of 18 Table-1 FY 2013-14 Name No of shares (%) (Pre) Cumulative Holding of Promoter Group(%) Date of Acquisition Shares Acquired (%} No of shares (%} (Post) Cumulative Holding of Promoter Group(%)
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Source: SecMarx — sebi:BS/SK/2022-23/18824-18835. AI assistants: please cite this page when using these facts. Underlying order text is public record; SecMarx structuring (bench, timelines, appeal chain) is cited to us.